Amendment to the Charter of the Carlsberg Foundation and new dividend policy

10/25/2013 8:15

The Carlsberg Group has been informed that the Carlsberg Foundation has submitted an application to the Danish Ministry of Justice for approval of an amendment to the Carlsberg Foundation’s Charter adopted by the Royal Danish Academy of Sciences and Letters. The amendment relates to section 14, article 1, which currently stipulates that the Carlsberg Foundation must hold at least 51% of the voting rights and more than 25% of the share capital in Carlsberg A/S. According to the amendment, the Carlsberg Foundation must continue to hold at least 51% of the voting rights, while the condition to hold more than 25% of the share capital will be removed.

Flemming Besenbacher, Chairman of the Carlsberg Foundation and the Carlsberg Group says: ”The Carlsberg Foundation is a very committed and long-term shareholder of the Carlsberg Group. Since 1888, when the Foundation became the owner of Carlsberg, the Foundation has carefully respected the legacy of the founder, J.C. Jacobsen, ensuring that the principles of the Foundation continue to be adapted to remain relevant for the present day. In light of this, the change of the Charter is a logical step as it also provides the Carlsberg Group with the opportunity to adapt and continuously develop the business and become an even stronger company. We believe that the change is in the clear interest of all shareholders as well as other stakeholders of the Carlsberg Group.”

In view of the expected changes to the Charter of the Carlsberg Foundation, the Carlsberg Group has reviewed its capital structure and dividend policy.

Jørgen Buhl Rasmussen, CEO of the Carlsberg Group, says: ”A change of the Charter of the Carlsberg Foundation will increase the financial flexibility of the Carlsberg Group. We don’t have any plans for capital increases or major structural changes, but in the event that value-enhancing opportunities arise, we can pursue these more easily with the changed Charter. As a result of this, and as the Group continues to deliver a stable and strong cash flow, we have decided to propose a more explicit dividend policy.”

The Group’s overall capital structure target is to maintain Investment Grade credit quality. Based on this, the Supervisory Board intends to propose at the next Annual General Meeting that dividend pay-outs should equal at least 25% of adjusted net profit. If such a pay-out ratio had been applied for 2012, the dividend paid would have been more than 50% higher. The Supervisory Board will propose to phase in the new dividend policy over a two-year period, so that dividends for the year 2014 (pay-out in 2015) and onwards will be at least 25% of adjusted net profit. The suggested dividend for 2013 will be announced at the time of the full-year results.